Notice on Public Offering of Unsecured Subordinated Bonds of Bigbank AS and Registration of Prospectus Supplement
Bigbank AS (register code 10183757, address Riia tn 2, Tartu, 51004; Bigbank) hereby announces a public offering of Bigbank’s unsecured subordinated bonds (the Offering) and informs of registration of supplement no 1 to the base prospectus registered by the Estonian Financial Supervision Authority (the FSA) on 5 September 2022.
The Offering is the second series under the Bigbank unsecured subordinated bond programme created by the Prospectus (the Program). The Offering is conducted on the basis of the Prospectus as amended by supplement no 1 registered by the FSA on 30 January 2023 (the Supplement) that has been published on the date of this announcement on the web pages of Bigbank and the FSA. The Supplement incorporates to the Prospectus the Group’s interim financial information for the 9-months period ended 30 September 2022, updates certain risk factors, amends the use of proceeds and updates the Prospectus with information about recent events and changes.
Main terms of the Offering
In the course of the Offering, Bigbank offers up to 5,000 unsecured subordinated bonds of Bigbank with the name of EUR 8.00 Bigbank subordinated bond 23-2033, with the nominal value of EUR 1,000 each, the maturity date 16 February 2033 and fixed interest rate of 8% per annum, payable quarterly. In case of oversubscription, Bigbank has the right to increase the volume of the Offering by up to 10,000 bonds. Bigbank has also the right to cancel the Offering in the volume not subscribed. The unsecured subordinated bonds are offered with the price of EUR 1,000 per one bond. The unsecured subordinated bonds are registered in Estonian Register of Securities under ISIN code EE3300003052.
The subscription period for the bonds starts on 31 January 2023 at 10:00 and will end on 10 February 2023 at 15:30.
The Offering will be targeted to retail and qualified investors in Estonia, Latvia and Lithuania. The public offering of the unsecured subordinated bonds will be carried out only in Estonia, Latvia and Lithuania and not in any other jurisdiction.
Subordinated bond represents an unsecured debt obligation of Bigbank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Bigbank, all the claims arising from the subordinated bonds shall fall due and shall be satisfied only after the full satisfaction of all unsubordinated recognised claims in accordance with the applicable law. Detailed information is available in the Prospectus, its Supplement and in the summary of the Prospectus.
The indicative timetable of the Offering is the following:
|Subscription period starts||31 January 2023 at 10:00|
|Subscription period ends||10 February 2023 at 15:30|
|Announcement of Offering results||on or about 13 February 2023|
|Settlement of Offering||on or about 16 February 2023|
|First trading day||on or about 17 February 2023 |
Submitting subscription undertakings
To subscribe for the bonds during the Offering, an investor must have a securities account with a Nasdaq CSD SE Estonian branch (Nasdaq CSD) account operator or a financial institution who is a member of the Nasdaq Tallinn Stock Exchange (Stock Exchange).
An investor wishing to subscribe for the bonds should contact their securities account custodian and submit the subscription undertaking during the offering period in the form indicated below. By submitting the subscription undertaking, an investor authorises the custodian who operates the investor’s current account connected to its securities account to immediately block the whole transaction amount on the investor’s current account until the settlement is completed or funds are released in accordance with the terms set out in the Prospectus.
|Owner of the securities account:||Name of the investor who submitted the subscription undertaking|
|Securities account:||Number of the investor’s securities account|
|Custodian:||Name of the investor’s custodian |
|Security:||EUR 8.00 Bigbank subordinated bond 23-2033|
|Amount of securities:||The number of bonds determined by the investor|
|Price (per bond):||EUR 1,000|
|Transaction amount:||The total amount of the transaction (the number of bonds determined by the investor multiplied by price per one bond)|
|Securities account of counterparty:||99000870377 |
|Custodian of the counterparty:||AS SEB Pank|
|Value date of the transaction:||16.Feb.23|
|Type of transaction:||“purchase” or "subscription“|
Listing and admission to trading of unsecured subordinated bonds of Bigbank
Bigbank has applied for listing and admission to trading of all the bonds that may be from time to time issued under the programme on the Baltic Bond List of the Stock Exchange which has been conditionally approved by the Stock Exchange on 6 September 2022. Bigbank will also apply for listing and admission to trading of the bonds to be issued in the course of the Offering and trading is expected to commence on or about 17 February 2023.
While every effort will be made and due care will be taken to ensure the listing and the admission to trading of the unsecured subordinated bonds, Bigbank cannot ensure that the unsecured subordinated bonds will be listed and admitted to trading.
Availability of the documentation of the Offering
The Prospectus together with the Supplement, the bond terms and final terms and the summary of the Prospectus have been published and can be obtained in electronic format from Bigbank’s website https://investor.bigbank.eu and the website of the FSA https://www.fi.ee. In addition to the above, the translations of the summary of the Prospectus into Estonian, Latvian and Lithuanian can be obtained in electronic format from Bigbank’s website https://investor.bigbank.eu.
Before investing into Bigbank’s unsecured subordinated bonds we ask you to acquaint yourself with the Prospectus, its Supplement and summary as well as the bond terms and the final terms of the bonds and the terms of the Offering in full and if necessary, consult with an expert.
Member of the board
Tel: +372 53 930 833
This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell subordinated bonds or an invitation to subscribe to subordinated bonds. Each investor should make any decision to invest in the bonds only on the basis of the information contained in the Prospectus, its Supplement and the summary of the Prospectus. The approval of the Prospectus or its’ Supplement by the Financial Supervision Authority is not considered to be a recommendation for Bigbank’s subordinated bonds.
The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or under any circumstance where publication, sharing or transmission would be unlawful. Bigbank’s subordinated bonds will be publicly offered only in Estonia, Latvia and Lithuania and the sale or offer of the bonds shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.